¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
x | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
¨ | Soliciting Material Pursuant to Rule 14a-11(c) or 14a-12 |
x | No Fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
• | A new master business management and investment advisory agreement with IMI for all Funds other than Ivy Global Natural Resources Fund; |
• | A new master business management agreement with IMI for Ivy Global Natural Resources Fund; |
• | New subadvisory agreements with Henderson Global Investors (North America) Inc. and Henderson Investment Management Limited for Ivy European Opportunities Fund and Ivy International Small Companies Fund; |
• | A new subadvisory agreement with Peter Cundill & Associates, Inc. for Ivy Cundill Global Value Fund; and |
• | The election of eight nominees to serve as Trustees on the Board of Trustees. |
Q. | What is happening? |
A. | Ivy Management, Inc. (“IMI”), your Fund’s investment adviser and/or manager, is a subsidiary of Mackenzie Investment Management Inc. (“MIMI”). MIMI has entered into a definitive agreement with Waddell & Reed Financial, Inc. (“W&R”), whereby W&R will acquire MIMI’s entire operation, including IMI and Ivy Mackenzie Distributors, Inc. (“IMDI”), your Fund’s distributor (the “Transaction”). Following the closing of the Transaction, IMI and IMDI will become part of W&R. The Transaction is expected to close on or about December 12, 2002. |
Q. | Why did you send me this booklet? |
A. | You are receiving these proxy materials – a booklet that includes the Proxy Statement and one or more proxy cards – because you have the right to vote on important proposals concerning your investment in a Fund. |
Q. | Why am I being asked to vote on the new agreements? |
A. | The Transaction would result in a change in ownership of MIMI, which would cause a “change in control” of IMI under U.S. federal securities laws. Following the Transaction, it is expected that IMI and its affiliates will provide the Funds with services at least equal in scope and quality to those currently being provided to the Funds by IMI and its affiliates. However, the “change in control” would automatically end each Fund’s master business management, investment advisory and subadvisory agreements, as applicable. The new agreements on which your approval is sought (“New Agreements”) would replace the current agreements. |
Q. | How will the transaction affect me as a fund shareholder? |
A. | Your Fund and its investment objectives would not change as a result of the Transaction, and you would still own the same shares in the same Fund. |
Q. | Will the fees payable under the new agreements increase as a result of the transaction? |
A. | No. The proposals to approve the New Agreements seek no increase in fee rates. |
Q. | How do the board members of my fund recommend that I vote? |
A. | After careful consideration, the Board members of your Fund unanimously recommend that you vote FOR the Proposals. |
Q. | Will my fund pay for this proxy solicitation? |
A. | No. The Funds will not bear these costs. |
Q. | How do I vote my shares? |
A. | Please complete the enclosed proxy card(s) and return the card(s) in the enclosed self-addressed, postage-paid envelope, or take advantage of the telephonic or electronic voting procedures described on the proxy card(s). |
Q. | Why are multiple cards enclosed? |
A. | If you own shares of more than one Fund, you will receive a proxy card for each Fund that you own. |
Q. | Whom should I call for additional information about this proxy statement? |
A. | Please call Georgeson Shareholder Communications Inc., your Fund’s information agent, at 1-888-641-4977. |
1. | For shareholders of all of the Funds, except for Ivy Global Natural Resources Fund, to approve or disapprove a new Master Business Management and Investment Advisory Agreement between the Trust, on behalf of each of the Funds, and Ivy Management, Inc. (“IMI”); |
2. | For shareholders of Ivy Global Natural Resources Fund, to approve or disapprove a new Master Business Management Agreement between the Trust, on behalf of the Fund, and IMI; |
3A. | For shareholders of Ivy European Opportunities Fund and Ivy International Small Companies Fund, to approve or disapprove a new Subadvisory Agreement between IMI and Henderson Global Investors (North America) Inc.; |
3B. | For shareholders of Ivy European Opportunities Fund and Ivy International Small Companies Fund, to approve or disapprove a new Subadvisory Agreement between Henderson Global Investors (North America) Inc. and Henderson Investment Management Limited; |
4. | For shareholders of Ivy Cundill Global Value Fund, to approve or disapprove a new Subadvisory Agreement between IMI and Peter Cundill & Associates, Inc.; and |
5. | For shareholders of all of the Funds, to approve or disapprove the election of eight nominees to serve as Trustees on the Board of Trustees of the Trust. |
Fund | Proposal Number | Description of Proposal | ||
All Funds, except Ivy Global Natural Resources Fund | 1 | to approve or disapprove a new Master Business Management and Investment Advisory Agreement between the Trust, on behalf of the Funds, and Ivy Management, Inc. (“IMI”) | ||
Ivy Global Natural Resources Fund | 2 | to approve or disapprove a new Master Business Management Agreement between the Trust, on behalf of the Fund, and IMI | ||
Ivy European Opportunities Fund and Ivy International Small Companies Fund | 3A | to approve or disapprove a new Subadvisory Agreement between IMI and Henderson Global Investors (North America) Inc. (“HGINA”) | ||
Ivy European Opportunities Fund and Ivy International Small Companies Fund | 3B | to approve or disapprove a new Subadvisory Agreement between HGINA and Henderson Investment Management Limited (“Henderson”) | ||
Ivy Cundill Global Value Fund | 4 | to approve or disapprove a new Subadvisory Agreement between IMI and Peter Cundill & Associates, Inc. (“Cundill”) | ||
All Funds | 5 | to approve or disapprove the election of eight nominees to serve as Trustees on the Board of Trustees |
• | Investment Management. Waddell & Reed Investment Management Company (“WRIMCO”), a subsidiary of W&R, is a registered investment adviser that provides investment management and advisory services to four families of mutual funds: the Waddell & Reed Advisors Group of Mutual Funds; W&R Funds, Inc.; W&R Target Funds, Inc.; and Waddell & Reed InvestEd Portfolios, Inc. (collectively, the “W&R Mutual Funds”). WRIMCO also provides investment management and advisory services to institutions and other private clients. As of June 30, 2002, WRIMCO had nearly $29.1 billion in assets under management, of which approximately $24.2 billion were mutual fund assets and approximately $3.2 billion were institutional and separately managed accounts. W&R has approximately 660,700 mutual fund customers and approximately 118 separate account customers. Austin, Calvert & Flavin, Inc., a wholly-owned subsidiary of W&R based in San Antonio, Texas, is a registered investment adviser that manages investments for trusts, high net worth families and individuals, and pension plans, with approximately $1.7 billion under management. |
• | Mutual Fund and Insurance Product Distribution. Waddell & Reed, Inc. (“WRI”), a subsidiary of W&R, is a registered broker-dealer and registered investment adviser that acts primarily as the national distributor and underwriter for shares of the W&R Mutual Funds and the distributor of variable and other insurance products issued by Nationwide Life Insurance Company and other insurance companies. WRI is the exclusive distributor of 31 W&R Mutual Fund portfolios. The other 16 W&R Mutual Fund portfolios are distributed by WRI and other select third party distributors. |
• | Financial Planning. W&R has a proprietary network of over 3,100 financial advisers working from 219 offices across the United States. W&R’s financial advisers provide their clients with personalized investment advice and guidance regarding mutual funds, retirement plans, educational savings plans, and a broad array of insurance products, including life insurance and annuities. The Legend Group, a wholly-owned subsidiary of W&R based in Palm Beach Gardens, Florida, primarily serves employees of school districts and other not-for-profit organizations through its network of 316 financial advisers. |
1 | On April 20, 2001, Investors Group, Inc. (“IGI”), a leading Canadian financial services organization, acquired control of MFC. That change in control constituted an assignment of the Funds’ then-current business management and investment advisory agreements, resulting in a termination of those agreements. On May 29, 2001, shareholders approved the Former Agreement. |
2 | On April 20, 2001, IGI, a leading Canadian financial services organization, acquired control of MFC. That change in control constituted an assignment of the Fund’s then-current business management agreement, resulting in a termination of that agreement. |
3 | On April 20, 2001, IGI, a leading Canadian financial services organization, acquired control of MFC. That change in control constituted an assignment of the Funds’ then-current subadvisory agreements, resulting in a termination of those agreements. |
Name* | Principal Occupation | |
James Darkins | Director of HGINA | |
Douglas G. Denyer | Director, Treasurer and Chief Financial Officer of HGINA | |
Sean Dranfield | Director, North American Retail Distribution of HGINA |
David R. McWhorter | Director of HGINA | |
Charles H. Wurtzebach | Managing Director of HGINA |
* | Each person’s principal business address is 737 North Michigan Avenue, Suite 1950, Chicago, IL 60611. |
Name* | Principal Occupation** | |
Ian Buckley | Global Chief Investment Officer of Henderson Global Investors | |
Rupert Carnegie | Director of Research and Strategy of Henderson Global Investors | |
Mike Clare | Managing Director — U.K. of Henderson Global Investors | |
James Darkins | Global Director of Property of Henderson Global Investors | |
Toby Hiscock | Global Director of Finance & Operations of Henderson Global Investors | |
Anne Rein | Global Director of Human Resources of Henderson Global Investors | |
Roger Yates | Managing Director — Global (Chairman) of Henderson Global Investors |
* | Each person’s principal business address is 4 Broadgate, London, England EC2M 2DA. |
** | Henderson Global Investors is the name under which various subsidiaries of Henderson Global Investors (Holdings) plc provide investment products and services. |
4 | On April 20, 2001, IGI, a leading Canadian financial services organization, acquired control of MFC. This change in control constituted an assignment of the Fund’s then current subadvisory agreement, resulting in a termination of that agreement. |
Name and Age | Position(s) Held with Fund | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen If Elected | Other Directorships Held | ||||
Jarold W. Boettcher (62) | Nominee | President of Boettcher Enterprises, Inc. (diversified agricultural products and services); President of Boettcher Supply, Inc. (electrical and plumbing supplies distributor). | 16 | Director of Guaranty State Bank & Trust Co.; Director of Guaranty, Inc. | ||||
James D. Gressett (52) | Nominee | CEO of PacPizza, Inc.; Secretary of Street Homes, LLP; formerly, President of Alien, Inc. (real estate development). | 16 | Director of Collins Financial Services. | ||||
Joseph Harroz, Jr. (35) | Nominee | General Counsel, University of Oklahoma, Cameron University and Rogers State University; University-wide Vice President of the University of Oklahoma; Adjunct Professor of Law, University of Oklahoma College of Law; Managing Member, Harroz Investment, LLC (commercial real estate); Managing Member, JHJ Investments, LLC (commercial real estate). | 16 | Co-Lead Independent Director of Waddell & Reed Advisors Funds (20 portfolios overseen); Co-Lead Independent Director of W&R Target Funds, Inc. (12 portfolios overseen); Co-Lead Independent Director of W&R Funds, Inc. (12 portfolios overseen); Co-Lead Independent Director of Waddell & Reed InvestEd Portfolios, Inc. (3 portfolios overseen). |
Name and Age | Position(s) Held with Fund | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen If Elected | Other Directorships Held | ||||
Glendon E. Johnson, Jr. (51) | Nominee | Of Counsel, Lee & Smith, PC (law firm); Member/Manager, Castle Valley Ranches, LLC; formerly, Partner, Kelley, Drye & Warren LLP (law firm). | 16 | None | ||||
Eleanor B. Schwartz (65) | Nominee | Professor of Business Administration, University of Missouri —Kansas City; formerly, Chancellor of University of Missouri — Kansas City. | 16 | Director of Waddell & Reed Advisors Funds (20 portfolios overseen); Director of W&R Target Funds, Inc. (12 portfolios overseen); Director of W&R Funds, Inc. (12 portfolios overseen); Director of Waddell & Reed InvestEd Portfolios, Inc. (3 portfolios overseen). | ||||
Michael G. Smith (58) | Nominee | Associated with Graue Mill Partners, LLC; formerly, Managing Director — Institutional Sales, Merrill Lynch. | 16 | None |
Name and Age | Position(s) Held with Fund | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen If Elected | Other Directorships Held | ||||
Keith A. Tucker (57) | Nominee | Chairman of the Board and CEO of Waddell & Reed Financial, Inc. (“W&R”); Chairman of the Board of Waddell & Reed, Inc. (“WRI”) (underwriter); Chairman of the Board and Director of Waddell & Reed Investment Management Co. (“WRIMCO”); Chairman of the Board and Director of Waddell & Reed Services Co.; President and CEO of Waddell & Reed Financial Services, Inc.; Chairman of the Board of Waddell & Reed Financial Services, Inc.; Chairman of the Board of Waddell & Reed Development, Inc.; Chairman of the Board of Waddell & Reed Distributors, Inc. | 16 | Chairman of the Board of Waddell & Reed Advisors Funds (20 portfolios overseen); Chairman of the Board of W&R Target Funds, Inc. (12 portfolios overseen); Chairman of the Board of W&R Funds, Inc. (12 portfolios overseen); Chairman of the Board of Waddell & Reed InvestEd Portfolios, Inc. (3 portfolios overseen). | ||||
Henry J. Herrmann (59) | Nominee | President, Chief Investment Officer and Director of W&R; President and CEO of WRIMCO; Chief Investment Officer of WRIMCO; Chief Investment Officer of Waddell & Reed Financial Services, Inc.; Executive Vice President of Waddell & Reed Financial Services, Inc.; formerly, Chairman of the Board of Austin, Calvert & Flavin, Inc. | 16 | Director of WRI; Director of Waddell & Reed Development, Inc.; Director of Waddell & Reed Services Co.; Director of Austin, Calvert & Flavin, Inc.; Director and President of Waddell & Reed Advisors Funds (20 portfolios overseen); Director and President of W&R Target Funds, Inc. (12 portfolios overseen); Director and President of W&R Funds, Inc. (12 portfolios overseen); Director and President of Waddell & Reed InvestEd Portfolios, Inc. (3 portfolios overseen). |
* | Nominees considered by the Trust and its counsel to be “interested persons” (as defined in the 1940 Act) of the Funds or of their investment manager because of their employment by W&R or its subsidiaries. |
Name and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen | Other Directorships Held | |||||
John S. Anderegg, Jr. (78) | Trustee | 35 years | Chairman Emeritus of Dynamics Research Corp. (defense contractor) | 16 | None | |||||
Stanley Channick (78) | Trustee | 27 years | Chairman of Scott Management Company; President of The Channick Group; President and CEO of The Whitestone Corporation (Retired) (each, consultants to insurance companies and agencies in the area of mass marketing and worksite payroll deduction marketing) | 16 | None | |||||
Roy J. Glauber (77) | Trustee | 41 years | Professor of Physics, Harvard University | 16 | None | |||||
Joseph G. Rosenthal (68) | Trustee | 10 years | Chartered Accountant, Rosenthal & Katkauskas (accountants) | 16 | None | |||||
Richard Silverman (78) | Trustee | 29 years | President of Van Leer USA (Retired) (manufacturer of packing materials); President of Hysil (Retired) (gift wrapping business) | 16 | None | |||||
J. Brendan Swan (72) | Trustee | 10 years | President of Airspray International Inc. (manufacturer of aerosol dispensing systems) | 16 | None |
Name and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen | Other Directorships Held | |||||
Edward M. Tighe (60) | Trustee | 3 years | Chairman, CEO and Director of JBE Technology Group, Inc. (telecommunications and computer network consulting) President of Global Mutual Fund Services Inc.; President and CEO of Global Technology. | 16 | Director of Hansberger Institutional Funds (2 portfolios overseen); Director of Asgard Holding, LLC. |
Name and Age | Position(s) Held with Fund | Term of Office and Length of Time Served | Principal Occupation(s) During Past 5 Years | Total Number of Ivy Funds Overseen | Other Directorships Held | |||||
James W. Broadfoot* (59) | Trustee and President | 6 years | President and Chief Investment Officer — US Equities of IMI; Director of Senior Vice President of Mackenzie Investment Management Inc.; Director of Ivy Mackenzie Distributors, Inc.; Director of Ivy Mackenzie Services Corp. | 16 | None | |||||
Keith J. Carlson* (46) | Trustee and Chairman | 8 years | Director, Chairman and Senior Vice President of IMI; Director, President and Chief Executive Officer of Mackenzie Investment Management Inc. and Ivy Mackenzie Distributors, Inc.; Director, President and Chairman of Ivy Mackenzie Services Corp. | 16 | None |
* | Trustees considered by the Trust and its counsel to be “interested persons” (as defined in the 1940 Act) of the Funds or of their investment manager because of their employment by the investment manager and, in some cases, holding offices with the Trust. |
Name and Age | Position(s) Held with Fund | Length of Time Served | Principal Occupation(s) During Past 5 Years | Other Directorships Held | ||||
Kathleen Eckert (35) | Vice President | 2002-present | Chief Compliance Officer of Mackenzie Investment Management Inc.; Director of Fund Administration of Mackenzie Investment Management Inc.; Senior Vice President of Ivy Mackenzie Services Corp. | None | ||||
Paula K. Wolfe (40) | Assistant Secretary | 4 years | Compliance Manager of Mackenzie Investment Management Inc.; Secretary of Ivy Mackenzie Distributors, Inc.; Secretary of Ivy Mackenzie Services Corp. | None | ||||
Beverly J. Yanowitch (52) | Treasurer | 1 year | Vice President, Chief Financial Officer and Treasurer of Mackenzie Investment Management, Inc.; Vice Present and Treasurer of IMI; Senior Vice President and Treasurer of Ivy Mackenzie Distributors, Inc. and Ivy Mackenzie Services Corp. | None |
Name of Trustee or Nominee | Name of Fund and Dollar Range of Fund Securities Held | Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Trustee or Nominee in Ivy Fund Complex | ||
John S. Anderegg, Jr. | Ivy Money Market Fund: $10,001-50,000 Ivy US Blue Chip Fund: $10,001-50,000 Ivy US Emerging Growth Fund: $50,001-100,000 | Over $100,000 | ||
James W. Broadfoot | Ivy Money Market Fund: $50,001-100,000 Ivy Growth Fund: $50,001-100,000 Ivy US Emerging Growth Fund: Over $100,000 Ivy European Opportunities Fund: $50,001-100,000 Ivy Global Science & Technology Fund: $10,001-50,000 Ivy Bond Fund: $1-10,000 Ivy International Fund: $1-10,000 Ivy US Blue Chip Fund: $50,001-100,000 | Over $100,000 | ||
Keith J. Carlson | Ivy Money Market Fund: $1-10,000 Ivy US Emerging Growth Fund: $1-10,000 | $1-10,000 | ||
Stanley Channick | Ivy Money Market Fund: $10,001-50,000 Ivy US Emerging Growth Fund: $1-10,000 | $10,001-50,000 | ||
Roy J. Glauber | Ivy International Fund: $10,001-50,000 Ivy US Emerging Growth Fund: $10,001-50,000 Ivy Global Science & Technology Fund: $1-10,000 Ivy European Opportunities Fund: Over $100,000 | Over $100,000 | ||
Joseph G. Rosenthal | None | None | ||
Richard Silverman | Ivy International Fund: $10,001-50,000 Ivy US Emerging Growth Fund: $10,001-50,000 Ivy Pacific Opportunities Fund: $1-10,000 Ivy Developing Markets Fund: $1-10,000 Ivy Global Science & Technology Fund: $1-10,000 Ivy European Opportunities Fund: $50,001-100,000 | Over $100,000 | ||
J. Brendan Swan | None | None | ||
Edward M. Tighe | Ivy Money Market Fund: $10,001-50,000 | $10,001-50,000 | ||
Jarold W. Boettcher | None | None | ||
James D. Gressett | None | None | ||
Joseph Harroz, Jr. | None | None | ||
Henry J. Herrmann | None | None | ||
Glendon E. Johnson | None | None |
Name of Trustee or Nominee | Name of Fund and Dollar Range of Fund Securities Held | Aggregate Dollar Range of Equity Securities in All Funds Overseen or to be Overseen by Trustee or Nominee in Ivy Fund Complex | ||
Eleanor B. Schwartz | None | None | ||
Michael G. Smith | None | None | ||
Keith A. Tucker | None | None |
Name and Position | Aggregate Compensation from Trust | Pension or Retirement Benefits Accrued as Part of Trust Expenses | Estimated Annual Benefits Upon Retirement* | Total Compensation from Trust and Fund Complex Paid to Trustee** | ||||||
John S. Anderegg, Jr. Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
James W. Broadfoot Trustee | $ | 0 | N/A | N/A | $ | 0 | ||||
Keith J. Carlson Trustee | $ | 0 | N/A | N/A | $ | 0 | ||||
Stanley Channick Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
Roy J. Glauber Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
Joseph G. Rosenthal Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
Richard Silverman Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
J. Brendan Swan Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 | ||||
Edward M. Tighe Trustee | $ | 25,000 | N/A | N/A | $ | 25,000 |
* | Under the retirement benefit plan adopted by the Board of Trustees in June, 2001, each Independent Trustee who has served Ivy Fund for at least three years will receive a one-time benefit payment upon retirement equal to the annual compensation paid to the Independent Trustee at the time of retirement. The payment will be made by MIMI within 30 days after the date of the Independent Trustee’s retirement. |
** | The Fund complex consists of Ivy Fund. |
Independent Accountant | Total Audit Fees Billed to Ivy Fund for Fiscal Year Ended 12/31/01 | Total Financial Information Systems Design and Implementation Fees to Ivy Fund, IMI, and Affiliated Service Providers for Past Fiscal Year | All Other Fees Billed to Ivy Fund, IMI, and Affiliated Service Providers for Past Fiscal Year | ||||
PricewaterhouseCoopers LLP | $ | 302,500 | — | Tax related services provided to Ivy Fund for fiscal year ended 12/31/01: $135,480 Registration statement related services provided to Ivy Fund for fiscal year ended 12/31/01: $19,250 Fees billed to MIMI for its fiscal year ended 3/31/02: $317,033 Total: $471,763 |
5 | The exceptions are Ivy Growth Fund, Ivy International Fund and Ivy Money Market Fund. PwC has audited the financial statements for these Funds since 1992. |
shareholders, officers, employees or agents of the Fund, but only the Fund’s property shall be bound. It is further understood and acknowledged that all persons dealing with any Portfolio must look solely to the property of such Portfolio for the enforcement of any claims against that Portfolio as neither the Trustees, shareholders, officers, employees or agents assume any personal liability for obligations entered into on behalf of any Portfolio. No Portfolio shall be liable for the obligations or liabilities of any other Portfolio. |
IVY FUND | ||
By: | ||
Title: |
IVY MANAGEMENT, INC. | ||
By: | ||
Title: |
Fee Rate | |||
Portfolio | (as a percentage of average net assets) | ||
Ivy Bond Fund | 0.50% of the first $500 million; 0.40% over $500 million | ||
Ivy Cundill Global Value Fund | 1.00% | ||
Ivy Developing Markets Fund | 1.00% | ||
Ivy European Opportunities Fund | 1.00% of the first $250 million; 0.85% of the next $250 million; 0.75% over $500 million | ||
Ivy Global Fund | 1.00% of the first $500 million; 0.75% over $500 million | ||
Ivy Global Science & Technology Fund | 1.00% | ||
Ivy Growth Fund | 0.85% of the first $350 million; 0.75% over $350 million | ||
Ivy International Fund | 1.00% of the first $2.0 billion; 0.90% of the next $500 million; 0.80% of the next $500 million; 0.70% over $3 billion | ||
Ivy International Growth Fund | 1.00% | ||
Ivy International Small Companies Fund | 1.00% | ||
Ivy International Value Fund | 1.00% | ||
Ivy Money Market Fund | 0.40% | ||
Ivy Pacific Opportunities Fund | 1.00% | ||
Ivy US Blue Chip Fund | 0.75% | ||
Ivy US Emerging Growth Fund | 0.85% |
voting securities of the applicable Portfolio (as defined in the 1940 Act) or by vote of a majority of the Fund’s entire Board of Trustees on sixty (60) days’ written notice to the Manager or by the Manager on sixty (60) days’ written notice to the Fund. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). |
IVY FUND, on behalf of Ivy Bond Fund, Ivy Cundill Global Value Fund, Ivy Developing Markets Fund, Ivy European Opportunities Fund, Ivy Global Fund, Ivy Global Science & Technology Fund, Ivy Growth Fund, Ivy International Fund, Ivy International Growth Fund, Ivy International Small Companies Fund, Ivy International Value Fund, Ivy Money Market Fund, Ivy Pacific Opportunities Fund, Ivy US Blue Chip Fund and Ivy US Emerging Growth Fund |
By: | ||
[Name, Title] |
IVY MANAGEMENT, INC. | ||
By: | ||
[Name, Title] |
or by the Manager acting in some other capacity pursuant to a separate agreement or arrangement with the Funds; (6) maintain or supervise the maintenance by third parties of such books and records of the Company as may be required by applicable Federal or state law; (7) authorize and permit the Manager’s directors, officers and employees who may be elected or appointed as directors or officers of the Company to serve in such capacities; and (8) take such other action with respect to the Company, after approval by the Company, as may be required by applicable law, including without limitation the rules and regulations of the SEC and of state securities commissions and other regulatory agencies. |
IVY FUND | ||
By: | ||
Title: President |
IVY MANAGEMENT, INC. | ||
By: | ||
Title: President |
Trustees. This Agreement may be terminated with respect to the Fund at any time, without payment of any penalty, by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act) or by vote of a majority of the Trust’s entire Board of Trustees on sixty (60) days’ written notice to the Manager or by the Manager on sixty (60) days’ written notice to the Trust. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act). |
IVY FUND, on behalf of Ivy Global Natural Resources Fund | ||
By: | ||
Title: President |
IVY MANAGEMENT, INC. | ||
By: | ||
Title: President |
of the Funds, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Funds. |
the Subadviser does not provide such services, or to prevent the Manager from providing such services itself in relation to such series; (ii) the Subadviser from providing investment advice and other services to other funds or clients; or (iii) the Subadviser from engaging as subadviser an affiliated party to perform all or part of the Subadviser’s responsibilities hereunder, at the Subadviser’s own cost and expense, provided that the Subadviser shall have the same responsibilities and liabilities under this Agreement as if it were performing the duties. |
describing the activities of the Fund, including use with marketing and other promotional and informational material relating to the Fund with the prior written approval always of the Subadviser. In the event that the Subadviser shall cease to be the investment subadviser of a Fund, then the Fund at its own or the Manager’s expense, upon the Subadviser’s written request: (i) shall cease to use the Subadviser’s name for any commercial purpose; and (ii) shall use its best efforts to cause the Fund’s officers and trustees to take any and all actions which may be necessary or desirable to effect the foregoing and to reconvey to the Subadviser all rights which a Fund may have to such name. The Manager agrees to take any and all reasonable actions as may be necessary or desirable to effect the foregoing and Subadviser agrees to allow the Funds and their agents a reasonable time to effectuate the foregoing. |
If to the Manager: | IVY MANAGEMENT, INC. | |
925 South Federal Highway, Suite 600 | ||
Boca Raton, FL 33432, U.S.A. | ||
Attention: [President] | ||
If to the Trust: | IVY FUND | |
925 South Federal Highway, Suite 600 | ||
Boca Raton, FL 33432, U.S.A. | ||
Attention: [President] | ||
If to the Subadviser: | HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. | |
737 North Michigan Avenue, Suite 1950 | ||
Chicago, IL 60611, U.S.A. | ||
Attention: Michael Andrews and the Company Secretary |
IVY MANAGEMENT, INC. | ||
By: | ||
Title: |
HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. | ||
By: | ||
Title: |
of the Funds, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Funds. |
nothing in this Agreement shall be implied to relieve HGINA of liability under the Subadvisory Agreement with the Manager. |
registration is current, complete and in full compliance with all material applicable provisions of the Advisers Act and the rules and regulations thereunder; |
subject of any adverse regulatory action imposed by any regulatory body or self-regulatory organization. The Subadviser further agrees to notify the Manager and HGINA of any changes relating to it or the provision of services by it that would be required to be disclosed in the Registration Statement, prospectuses or statements of additional information (including amendments) for the Funds; and |
performance of the Funds, including information required to be disclosed in the Trust’s Registration Statement, in such form as may be mutually agreed. The Subadviser shall permit the financial statements, books and records with respect to the Funds to be inspected and audited by the Trust, the Manager, HGINA or their agents at all reasonable times during normal business hours. The Subadviser shall immediately notify and forward to HGINA any legal process served upon it on behalf of HGINA, the Manager or the Trust. The Subadviser shall promptly notify the Manager and HGINA of any changes in any information concerning the Subadviser of which the Subadviser becomes aware that would be required to be disclosed in the Trust’s Registration Statement. |
If to the HGINA: | HENDERSON GLOBAL INVESTORS (NORTH AMERICA), INC. 737 North Michigan Avenue, Suite 1950 Chicago, Illinois 60611, U.S.A. Attention: Michael Andrews and the Company Secretary | |
If to the Subadviser: | HENDERSON INVESTMENT MANAGEMENT LIMITED 4 Broadgate London EC2M 2DA United Kingdom Attention: [ ] and the Company Secretary | |
If to the Trust: | IVY FUND 925 South Federal Highway, Suite 600 Boca Raton, FL 33432, U.S.A. Attention: [President] |
shareholders of any series of the Trust shall be personally liable hereunder. It is understood and acknowledged that all persons dealing with any series of the Trust must look solely to the property of such series for the enforcement of any claims against that series as neither the trustees, officers, agents or shareholders assume any personal liability for obligations entered into on behalf of any series of the Trust. No series of the Trust shall be liable for the obligations or liabilities of any other series of the Trust. |
HENDERSON GLOBAL INVESTORS (NORTH AMERICA) INC. | ||
By: | ||
Title: |
HENDERSON INVESTMENT MANAGEMENT LIMITED | ||
By: | ||
Title: |
provide research and analysis relative to the investment program and investments of the Funds, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Funds. |
order to carry out the policy with respect to allocation of portfolio transactions as described in section 1.(f) of this Agreement and statements of additional information (including amendments) of the Funds. In providing the Funds with investment management and supervision, it is recognized that the Subadviser will seek the most favorable price and execution, and, consistent with such policy, may give consideration to the research services furnished by brokers or dealers to the Subadviser for its use and to such other considerations as the Trust’s Board of Trustees may direct or authorize from time to time. |
securities which, on a temporary basis, may not be bought or sold for the Funds, is to be regarded as confidential and for use only by the Subadviser in connection with its obligation to provide investment advice and other services to the Funds. |
adopted by the Trust’s Board of Trustees, provided that such procedures are substantially similar to those applicable to similar funds for which the Trust’s Board of Trustees is responsible and that such procedures are identified in writing to the Subadviser; |
does not constitute “sales literature” or “advertising” for the Funds, as those terms are used in the rules, regulations and guidelines of the SEC and the National Association of Securities Dealers, Inc. |
Subadviser, expressly for use in the Trust’s Registration Statement or other than upon verbal information confirmed by the Subadviser in writing expressly for use in the Trust’s Registration Statement; provided, however, that in no case is the Manager’s indemnity in favor of the Subadviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. |
If to the Manager: | IVY MANAGEMENT, INC. | |
925 South Federal Highway, Suite 600 | ||
Boca Raton, FL 33432, U.S.A. | ||
Attention: [President] | ||
If to the Trust: | IVY FUND | |
925 South Federal Highway, Suite 600 | ||
Boca Raton, FL 33432, U.S.A. | ||
Attention: [President] | ||
If to the Subadviser: | PETER CUNDILL & ASSOCIATES, INC. | |
PO Box 50133 | ||
Santa Barbara, CA 93108 USA | ||
Attn: Brian L. McDermott | ||
With a copy to: | ||
Cundill Investment Research Ltd. | ||
200 1100 Melville Street | ||
Vancouver, British Columbia V6E 4A6 | ||
Attn: Lisa M. Pankratz |
IVY MANAGEMENT, INC. | ||
By: | ||
Title: |
PETER CUNDILL & ASSOCIATES, INC. | ||
By: | ||
Title: |
Fund Net Assets (U.S. $millions) | Advisory Fee Annual Rate | |
All Net Assets | 0.50% |
Fund | Date of Commencement of Operations of Fund | Date Former Agreement Became Applicable to Fund | Date Former Agreement Last Approved by Board with Respect to Fund | Date to which Former Agreement Was Last Continued for Fund | Date Former Agreement Was Last Approved by Shareholders* | |||||
Ivy Bond Fund | 09/06/85 | 12/31/94 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Cundill Global Value Fund | 04/17/00 | 04/14/00 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Developing Markets Fund | 11/01/94 | 10/29/94 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy European Opportunities Fund | 04/30/99 | 04/30/99 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Global Fund | 04/18/91 | 12/31/94 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Global Science & Technology Fund | 07/17/96 | 07/17/96 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Growth Fund | 09/01/61 | 12/31/91 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy International Fund | 04/01/86 | 12/31/91 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy International Growth Fund | 12/29/00 | 12/08/00 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy International Small Companies Fund | 01/01/97 | 12/31/96 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy International Value Fund | 05/13/97 | 04/29/97 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Money Market Fund | 04/03/87 | 12/31/91 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy Pacific Opportunities Fund | 10/23/93 | 10/23/93 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy US Blue Chip Fund | 11/02/98 | 11/02/98 | 09/30/02 | 02/28/03 | 05/29/01 | |||||
Ivy US Emerging Growth Fund | 03/03/93 | 03/05/93 | 09/30/02 | 02/28/03 | 05/29/01 |
* | Submitted to a vote of the shareholders because the acquisition of MFC by IGI caused a “change in control” of IMI. |
Fund | Fee Rates Payable to IMI under Former and New Agreements | |
Ivy Bond Fund | 0.50% of the first $500 million; and 0.40% of average net assets greater than $500 million | |
Ivy Cundill Global Value Fund | 1.00% | |
Ivy Developing Markets Fund | 1.00% | |
Ivy European Opportunities Fund | 1.00% of the first $250 million; 0.85% of the next $250 million; and 0.75% of average net assets greater than $500 million | |
Ivy Global Fund | 1.00% of the first $500 million; and 0.75% of average net assets greater than $500 million | |
Ivy Global Science & Technology Fund | 1.00% | |
Ivy Growth Fund | 0.85% of the first $350 million; and 0.75% of average net assets greater than $350 million | |
Ivy International Fund | 1.00% of the first $2.0 billion; 0.90% of the next $500 million; 0.80% of the next $500 million; and 0.70% of average net assets greater than $3 billion | |
Ivy International Growth Fund | 1.00% | |
Ivy International Small Companies Fund | 1.00% | |
Ivy International Value Fund | 1.00% | |
Ivy Money Market Fund | 0.40% | |
Ivy Pacific Opportunities Fund | 1.00% | |
Ivy US Blue Chip Fund | 0.75% | |
Ivy US Emerging Growth Fund | 0.85% |
Name | Position | Address | Principal Occupation | |||
Paul P. Baran | Senior Vice President of IMI; Vice President of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Senior Vice President of IMI (1998 to present); Vice President of MIMI (1999 to present); Senior Vice President and Chief Investment Officer of Central Fidelity National Bank (1987 to 1998). | |||
Stephen Barrett | Vice President and Director of Marketing of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Director of Marketing of MIMI (2001 to present); Senior Vice President, Ivy Mackenzie Distributors, Inc. (2000 to present). | |||
Thomas H. Bivin, Jr. | Vice President of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President of MIMI (1999 to present); Executive Vice President of Ivy Mackenzie Distributors, Inc. (1999 to present); Senior Vice President, Ivy Mackenzie Distributors, Inc. (1996 to 1999; Regional Vice President, Ivy Mackenzie Distributors, Inc. (1994 to 1996). |
Name | Position | Address | Principal Occupation | |||
James W. Broadfoot | President and Chief Investment Officer of IMI; Director, Senior Vice President and Chief Investment Officer — US Equities of MIMI; President and Trustee of Ivy Fund | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | President and Chief Investment Officer of IMI (1992 to present); Director, Senior Vice President and Chief Investment Officer — US Equities of MIMI (1990 to present); President and Trustee of Ivy Fund (1996 to present); Director of Ivy Mackenzie Distributors, Inc. (2001 to present); Director of Ivy Mackenzie Services Corp. (2001 to present). | |||
W. Sian B. Brown | Secretary of IAC. | 150 Bloor Street West Toronto, Ontario Canada M5S 3B5 | Senior Vice-President, General Counsel and Secretary of Mackenzie Financial Corporation. | |||
Keith J. Carlson | Chairman, Senior Vice President and Director of IMI; President, Chief Executive Officer and Director of MIMI; Chairman and Trustee of Ivy Fund; President and Treasurer of IAC. | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Chairman, Senior Vice President and Director of IMI (1992 to present); President, Chief Executive Officer and Director of MIMI (1985 to present); Chairman and Trustee of Ivy Fund (1994 to present); President and Treasurer of IAC (2002); President, Chief Executive Officer and Director of Ivy Mackenzie Distributors, Inc. (1993 to present); President, Chairman and Director of Ivy Mackenzie Services Corp. (1993 to present). |
Name | Position | Address | Principal Occupation | |||
Francis Peter Cundill | President of Peter Cundill & Associates (Bermuda) Ltd. | 15 Alton Hill South Hampton, Bermuda SN01 | President of Peter Cundill & Associates (Bermuda) Ltd. (1984 to present). | |||
Alan J. Dilworth | Director of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Director of MIMI (1996 to present); Director of Mackenzie Financial Corporation (1999 to present); President of Alan J. Dilworth Consulting, Inc. (1995 to present). | |||
Kathleen Eckert | Chief Compliance officer, MIMI; Vice President of Ivy Fund | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Chief Compliance Officer of MIMI (2001 to present); Vice President of Ivy Fund (2002 to present); Director of Fund Administration of MIMI (1997 to present); Senior Vice President of Ivy Mackenzie Services Corp. (2001 to present). | |||
Richard Gluck | Senior Vice President and Portfolio Manager of IMI; Portfolio Manager of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Senior Vice President and Portfolio Manager of IMI (1998 to present); Portfolio Manager of MIMI (1998 to present); Vice President and Portfolio Manager for Oppenheimer Capital (1993 to 1998). | |||
James L. Hunter | Director of IMI; Director of MIMI | 150 Bloor Street West Toronto, Ontario Canada M5S 3B5 | Director of IMI (1994 to present); Director of MIMI (1994 to present); President, Chief Executive Officer and Director of Mackenzie Financial Corporation (1992 to present). |
Name | Position | Address | Principal Occupation | |||
Edward J. Lill | Director of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Director of MIMI (2001 to present); Consultant, Metropolitan Life Insurance Co. (1995 to present); Director, Dan River Mills, Inc. (1997 to present). | |||
Neil Lovatt | Director of IMI; Chairman and Director of MIMI | 150 Bloor Street West Toronto, Ontario Canada M5S 3B5 | Director of IMI (1994 to present); Chairman and Director of MIMI (1994 to present); Vice Chairman and Chief Investment Officer of Mackenzie Financial Corporation (1982 to 2002). | |||
Lisa A. Lupi | Vice President, Secretary and Director of Trading Operations of IMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President, Secretary and Director of Trading Operations of IMI (1999 to present); Portfolio Manager at Templeton Worldwide (1994 to 1999). | |||
Keith Maher | Vice President and Equity Analyst of IMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Equity Analyst of IMI (1998 to present); Equity Analyst for MIMI (1996 to present). | |||
Brian Lyn McDermott | Chairman, President and Director of Peter Cundill & Associates, Inc. | 1470 East Valley Road Suite A1 Montecito, CA 93108 | Chairman, President and Director of Peter Cundill & Associates Inc. (1994 to present). | |||
Alasdair J. McKichan | Director of MIMI | 150 Bloor Street West Toronto, Ontario Canada M5S 3B5 | Director of MIMI (1994 to present); Director of Mackenzie Financial Corporation (1994 to present); Chief Executive Officer of McKichan Associates, Inc. (1994 to present). |
Name | Position | Address | Principal Occupation | |||
Moira McLachlan | Vice President and Portfolio Manager of IMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Portfolio Manager of IMI (1998 to present); Research Analyst for MIMI (1995 to present). | |||
Allan S. Mostoff | Director of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Director of MIMI (1998 to present); Partner, Dechert (law firm) (1976 to present). | |||
Lisa M. Pankratz | Secretary and Treasurer of Peter Cundill & Associates, Inc. | 200-1100 Melville Street Vancouver, BC Canada V6E 4A6 | President of Cundill Investment Research Ltd. (2002 to present); Secretary and Treasurer of Peter Cundill & Associates, Inc. (2002 to present). | |||
Michael R. Peers | Director of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Director of MIMI (1996 to present). | |||
Robert Perry | Vice President and Chief Technology Officer of MIMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Chief Technology Officer of MIMI (1999 to present); CTO of MIMI (1997 to 1999); Senior Vice President, Ivy Mackenzie Distributors, Inc. (1998 to present). | |||
Barbara Safranek | Vice President and Senior International Equity Analyst of IMI | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Senior International Equity Analyst of IMI (2001 to present); Director of the Investment Bank of Credit Suisse First Boston (2000); Director of the Investment Bank of Shroder and Co., PLC (1996 to 2000). |
Name | Position | Address | Principal Occupation | |||
Paula K. Wolfe | Compliance Manager of MIMI; Assistant Secretary of Ivy Fund | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Compliance Manager of MIMI (1997 to present); Assistant Secretary of Ivy Fund (1998 to present); Secretary of Ivy Mackenzie Distributors, Inc. (2001 to present); Secretary of Ivy Mackenzie Services Corp. (2001 to present). | |||
Beverly J. Yanowitch | Vice President and Treasurer of IMI; Vice President, Chief Financial Officer and Treasurer of MIMI; Treasurer of Ivy Fund | 925 South Federal Highway Suite 600 Boca Raton, FL 33432 | Vice President and Treasurer of IMI (2000 to present); Vice President, Chief Financial Officer and Treasurer of MIMI (1999 to present); Senior Vice President and Treasurer of Ivy Mackenzie Distributors, Inc. (1994 to present); Senior Vice President and Treasurer of Ivy Mackenzie Services Corp. (2000 to present); Treasurer of Ivy Fund (2001 to present) |
Fund | Fees Paid to IMI under the Former Agreement During Fiscal Year Ended December 31, 2001 | ||
Ivy Bond Fund | $ | 332,360 | |
Ivy Cundill Global Value Fund | $ | 10,121 | |
Ivy Developing Markets Fund | $ | 69,023 | |
Ivy European Opportunities Fund | $ | 1,325,025 | |
Ivy Global Fund | $ | 97,794 | |
Ivy Global Science & Technology Fund | $ | 415,731 | |
Ivy Growth Fund | $ | 1,857,265 | |
Ivy International Fund | $ | 6,834,910 | |
Ivy International Growth Fund | $ | 5,080 | |
Ivy International Small Companies Fund | $ | 172,723 | |
Ivy International Value Fund | $ | 965,448 | |
Ivy Money Market Fund | $ | 92,906 | |
Ivy Pacific Opportunities Fund | $ | 131,439 | |
Ivy US Blue Chip Fund | $ | 497,756 | |
Ivy US Emerging Growth Fund | $ | 902,288 |
Name of Investment Company | Approximate Net Assets | Rate of Compensation Payable to HGINA | Rate of Compensation Payable to Henderson | ||||
Henderson European Focus Fund* | $ | 10,550,280 | 1.00% of daily net assets (of which it pays 0.90% to Henderson) | 0.90% of daily net assets (paid by HGINA out of its fee) | |||
Henderson Global Technology Fund* | $ | 864,688 | 1.20% of daily net assets (of which it pays 1.10% to Henderson) | 1.10% of daily net assets (paid by HGINA out of its fee) | |||
Henderson International Opportunities Fund* | $ | 5,574,133 | 1.10% of daily net assets (of which it pays 1.00% to Henderson) | 1.00% of daily net assets (paid by HGINA out of its fee) | |||
Henderson Worldwide Growth Fund* | $ | 194,797 | 1.00% of daily net assets (of which it pays 0.90% to Henderson) | 0.90% of daily net assets (paid by HGINA out of its fee) | |||
Seligman Global Fund Series, Inc.: Seligman Global Smaller Companies Fund** | $ | 258,041,078 | — | 0.50% of average monthly assets under Henderson’s supervision | |||
Seligman Portfolios, Inc.: Seligman Global Smaller Companies Portfolio*** | $ | 8,641,003 | — | 0.50% of average monthly assets under Henderson’s supervision |
* | All figures are as of July 31, 2002. Pursuant to separate Expense Limitation Agreements, HGINA has agreed through August 31, 2004 to waive or limit its advisory fee and, if necessary, to reimburse other operating expenses of each fund in order to limit total annual expenses, less distribution and service fees, to 1.75% of average daily net assets. Until August 31, 2006, HGINA may recover reimbursed expenses from each fund if the fund’s expense ratio falls below the expense limitation. |
** | All figures are as of April 30, 2002. As subadviser to the Seligman Global Smaller Companies Fund, Henderson provides investment advice, research, and assistance with respect to the fund’s international investments. |
*** | All figures are as of June 30, 2002. Seligman Portfolios, Inc. is the underlying investment vehicle for certain variable annuity insurance products. As subadviser to the Seligman Global Smaller Companies Portfolio, Henderson provides investment advice, research, and assistance with respect to the portfolio’s international investments. |
Fund | Fees Paid to MIMI for Administrative Services | Fees Paid to MIMI for Fund Accounting Services | Fees Paid to IMSC* | Fees Paid to IMDI | Aggregate Commissions Retained by IMDI | Percentage of Fund’s Aggregate Commissions that were Retained by IMDI | ||||||||||||
Ivy Bond Fund | $ | 66,472 | $ | 53,853 | $ | 50,474 | $ | 332,489 | $ | 4,229 | 20.9 | % | ||||||
Ivy Cundill Global Value Fund | $ | 1,012 | $ | 18,626 | $ | 61 | $ | 1,323 | $ | 9 | 14.4 | % | ||||||
Ivy Developing Markets Fund | $ | 6,902 | $ | 21,247 | $ | 19,219 | $ | 46,920 | $ | 247 | 15.7 | % | ||||||
Ivy European Opportunities Fund | $ | 132,508 | $ | 114,180 | $ | 141,986 | $ | 876,563 | $ | 7,323 | 15.4 | % | ||||||
Ivy Global Fund | $ | 9,779 | $ | 27,521 | $ | 15,945 | $ | 49,625 | $ | 452 | 15.9 | % | ||||||
Ivy Global Natural Resources Fund | $ | 12,423 | $ | 31,713 | $ | 16,564 | $ | 67,557 | $ | 8,048 | 14.0 | % | ||||||
Ivy Global Science & Technology Fund | $ | 41,573 | $ | 60,681 | $ | 80,018 | $ | 267,276 | $ | 10,413 | 14.6 | % | ||||||
Ivy Growth Fund | $ | 218,502 | $ | 131,603 | $ | 239,296 | $ | 193,439 | $ | 12,010 | 17.7 | % | ||||||
Ivy International Fund | $ | 663,676 | $ | 221,732 | $ | 399,828 | $ | 3,184,204 | $ | 7,816 | 17.0 | % | ||||||
Ivy International Growth Fund | $ | 508 | $ | 18,013 | $ | 32 | — | — | — | |||||||||
Ivy International Small Companies Fund | $ | 17,272 | $ | 37,413 | $ | 17,655 | $ | 96,378 | $ | 2,017 | 16.5 | % | ||||||
Ivy International Value Fund | $ | 96,545 | $ | 104,458 | $ | 67,840 | $ | 827,949 | $ | 883 | 14.2 | % | ||||||
Ivy Money Market Fund | $ | 23,227 | $ | 31,959 | $ | 36,784 | — | — | — | |||||||||
Ivy Pacific Opportunities Fund | $ | 13,144 | $ | 33,955 | $ | 30,055 | $ | 78,812 | $ | 674 | 14.7 | % | ||||||
Ivy US Blue Chip Fund | $ | 66,368 | $ | 84,008 | $ | 77,809 | $ | 313,810 | $ | 4,203 | 14.8 | % | ||||||
Ivy US Emerging Growth Fund | $ | 106,152 | $ | 105,114 | $ | 112,220 | $ | 592,750 | $ | 4,218 | 17.9 | % |
* | IMSC served as the Funds’ transfer agent prior to June 30, 2001. |
Fund | Class | Shares Outstanding on Record Date | ||
Ivy Bond Fund | Class A | 4,021,605.810 | ||
Ivy Bond Fund | Class B | 2,185,978.974 | ||
Ivy Bond Fund | Class C | 263,297.602 | ||
Ivy Bond Fund | Class I | 0.000 | ||
Ivy Bond Fund | Advisor Class | 27,548.856 | ||
Ivy Cundill Global Value Fund | Class A | 86,913.584 | ||
Ivy Cundill Global Value Fund | Class B | 177,856.288 | ||
Ivy Cundill Global Value Fund | Class C | 26,969.100 | ||
Ivy Cundill Global Value Fund | Class I | 0.000 | ||
Ivy Cundill Global Value Fund | Advisor Class | 112,325.857 | ||
Ivy Developing Markets Fund | Class A | 411,676.020 | ||
Ivy Developing Markets Fund | Class B | 301,302.100 | ||
Ivy Developing Markets Fund | Class C | 90,596.994 | ||
Ivy Developing Markets Fund | Advisor Class | 8,263.749 | ||
Ivy European Opportunities Fund | Class A | 1,803,176.775 | ||
Ivy European Opportunities Fund | Class B | 1,992,610.332 | ||
Ivy European Opportunities Fund | Class C | 1,540,831.667 | ||
Ivy European Opportunities Fund | Class I | 6,415.265 | ||
Ivy European Opportunities Fund | Advisor Class | 435,197.442 | ||
Ivy Global Fund | Class A | 510,740.421 | ||
Ivy Global Fund | Class B | 183,327.475 | ||
Ivy Global Fund | Class C | 11,771.171 | ||
Ivy Global Fund | Advisor Class | 9,954.030 | ||
Ivy Global Natural Resources Fund | Class A | 1,336,975.152 | ||
Ivy Global Natural Resources Fund | Class B | 767,736.240 | ||
Ivy Global Natural Resources Fund | Class C | 460,213.049 | ||
Ivy Global Natural Resources Fund | Advisor Class | 52,444.095 | ||
Ivy Global Science & Technology Fund | Class A | 846,051.759 | ||
Ivy Global Science & Technology Fund | Class B | 622,598.346 | ||
Ivy Global Science & Technology Fund | Class C | 159,499.851 | ||
Ivy Global Science & Technology Fund | Class I | 0.000 | ||
Ivy Global Science & Technology Fund | Advisor Class | 24,024.519 | ||
Ivy Growth Fund | Class A | 14,082,794.611 | ||
Ivy Growth Fund | Class B | 325,830.161 |
Fund | Class | Shares Outstanding on Record Date | ||
Ivy Growth Fund | Class C | 15,961.102 | ||
Ivy Growth Fund | Advisor Class | 25,012.517 | ||
Ivy International Fund | Class A | 8,333,640.030 | ||
Ivy International Fund | Class B | 4,740,113.920 | ||
Ivy International Fund | Class C | 947,841.114 | ||
Ivy International Fund | Class I | 139,167.486 | ||
Ivy International Fund | Advisor Class | 148.063 | ||
Ivy International Growth Fund | Class A | 0.000 | ||
Ivy International Growth Fund | Class B | 0.000 | ||
Ivy International Growth Fund | Class C | 0.000 | ||
Ivy International Growth Fund | Class I | 0.000 | ||
Ivy International Growth Fund | Advisor Class | 51,272.578 | ||
Ivy International Small Companies Fund | Class A | 352,992.719 | ||
Ivy International Small Companies Fund | Class B | 277,081.450 | ||
Ivy International Small Companies Fund | Class C | 205,528.777 | ||
Ivy International Small Companies Fund | Class I | 0.000 | ||
Ivy International Small Companies Fund | Advisor Class | 63,625.530 | ||
Ivy International Value Fund | Class A | 1,247,347.611 | ||
Ivy International Value Fund | Class B | 4,120,015.248 | ||
Ivy International Value Fund | Class C | 1,375,031.124 | ||
Ivy International Value Fund | Class I | 0.000 | ||
Ivy International Value Fund | Advisor Class | 22,357.397 | ||
Ivy Money Market Fund | Class A | 14,806,546.16 | ||
Ivy Money Market Fund | Class B | 6,825,215.610 | ||
Ivy Money Market Fund | Class C | 648,665.320 | ||
Ivy Pacific Opportunities Fund | Class A | 911,816.741 | ||
Ivy Pacific Opportunities Fund | Class B | 487,291.443 | ||
Ivy Pacific Opportunities Fund | Class C | 132,576.480 | ||
Ivy Pacific Opportunities Fund | Advisor Class | 5,790.624 | ||
Ivy US Blue Chip Fund | Class A | 3,595,395.374 | ||
Ivy US Blue Chip Fund | Class B | 1,435,663.480 | ||
Ivy US Blue Chip Fund | Class C | 72,356.228 | ||
Ivy US Blue Chip Fund | Class I | 0.000 | ||
Ivy US Blue Chip Fund | Advisor Class | 97,795.338 | ||
Ivy US Emerging Growth Fund | Class A | 1,429,531.034 | ||
Ivy US Emerging Growth Fund | Class B | 923,097.397 | ||
Ivy US Emerging Growth Fund | Class C | 125,945.336 | ||
Ivy US Emerging Growth Fund | Advisor Class | 43,707.519 |
Title of Class of Shares | Name of Trustee, Nominee or Executive Officer | Position | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | Shares Owned by Trustees, Nominees and Officers as a Group | |||||||
Ivy Bond Fund — Advisor Class | James W. Broadfoot | Trustee and President | 287.172 | 0.57 | % | 647.715 (1.28 | %) | |||||
Paula K. Wolfe | Assistant Secretary | 360.543 | 0.71 | % | ||||||||
Ivy Developing Markets Fund — Class A | Richard Silverman | Trustee | 1,029.353 | 0.25 | % | 1,029.353 | ||||||
Ivy European Opportunities Fund — Class A | James W. Broadfoot | Trustee and President | 3,498.800 | 0.19 | % | 27,316.054 (1.46 | %) | |||||
Roy J. Glauber | Trustee | 18,364.627 | 0.98 | % | ||||||||
Richard Silverman | Trustee | 5,452.627 | 0.29 | % | ||||||||
Ivy European Opportunities Fund — Advisor Class | James W. Broadfoot | Trustee and President | 1,876.332 | 0.34 | % | 2,885.688 (0.52 | %) | |||||
Paula K. Wolfe | Assistant Secretary | 1,009.356 | 0.18 | % | ||||||||
Ivy Growth Fund — Advisor Class | James W. Broadfoot | Trustee and President | 8,312.437 | 33.24 | % | 8,352.979 (33.40 | %) | |||||
Kathleen Eckert | Vice President | 40.542 | 0.16 | % | ||||||||
Ivy Global Science & Technology Fund — Class A | Roy J. Glauber | Trustee | 554.222 | 0.07 | % | 1,204.010 (0.15 | %) | |||||
Richard Silverman | Trustee | 649.788 | 0.08 | % | ||||||||
Ivy Global Science & Technology Fund — Advisor Class | James W. Broadfoot | Trustee and President | 1,622.162 | 6.70 | % | 1,622.162 | ||||||
Ivy International Fund — Class A | James W. Broadfoot | Trustee and President | 536.980 | 0.01 | %* | 4,114.340 (0.05 | %) | |||||
Kathleen Eckert | Vice President | 642.424 | 0.01 | %* | ||||||||
Roy J. Glauber | Trustee | 1,334.228 | 0.02 | % | ||||||||
Richard Silverman | Trustee | 1,600.706 | 0.02 | % | ||||||||
Ivy Money Market Fund — Class A | John S. Anderegg | Trustee | 21,804.390 | 0.16 | % | 139,835.900 (1.03 | %) | |||||
James W. Broadfoot | Trustee and President | 72,298.040 | 0.53 | % | ||||||||
Keith J. Carlson | Trustee and Chairman | 140.700 | 0.01 | %* | ||||||||
Stanley Channick | Trustee | 25,592.770 | 0.19 | % | ||||||||
Edward M. Tighe | Trustee | 20,000.000 | 0.15 | % |
Title of Class of Shares | Name of Trustee, Nominee or Executive Officer | Position | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | Shares Owned by Trustees, Nominees and Officers as a Group | |||||||
Ivy Pacific Opportunities Fund — Class A | Richard Silverman | Trustee | 1,071.528 | 0.12 | % | 1,071.528 | ||||||
Ivy US Blue Chip Fund — Class A | John S. Anderegg | Trustee | 1,600.822 | 0.04 | % | 1,600.822 | ||||||
Ivy US Blue Chip Fund — Advisor Class | James W. Broadfoot | Trustee and President | 8,289.934 | 8.50 | % | 8,289.934 | ||||||
Ivy US Emerging Growth Fund — Class A | John S. Anderegg | Trustee | 5,890.297 | 0.42 | % | 16,961.897 (1.22 | %) | |||||
James W. Broadfoot | Trustee and President | 6,137.398 | 0.44 | % | ||||||||
Stanly Channick | Trustee | 649.146 | 0.05 | % | ||||||||
Roy J. Glauber | Trustee | 3,231.974 | 0.23 | % | ||||||||
Richard Silverman | Trustee | 1,053.082 | 0.08 | % | ||||||||
Ivy US Emerging Growth Fund — Advisor Class | James W. Broadfoot | Trustee and President | 6,971.250 | 15.62 | % | 7,631.594 (17.10 | %) | |||||
Keith J. Carlson | Trustee and Chairman | 642.302 | 1.44 | % | ||||||||
Kathleen Eckert | Vice President | 18.042 | 0.04 | % |
* | Actual percentage of shares owned is less than 0.01%. |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Cundill Global Value Fund — Class A | Raymond James & Assoc. Inc. FBO Payne IRA Bin # 74219020 880 Carillon Pkwy. St. Petersburg, FL 33716 | 3,800.900 | 5.68 | |||
Ivy Developing Markets Fund — Class A | FTC & Co. Account #00570 Datalynx P.O. Box 173736 Denver, CO 80217-3736 | 35,776.286 | 8.74 | |||
Ivy European Opportunities Fund — Class A | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 271,676.166 | 14.51 | |||
BBH & Co. Cust FBO Lifetime Achievement Fund 525 Washington Blvd. Jersey City, NJ 07310 | 99,269.995 | 5.30 | ||||
Ivy Global Natural Resources Fund — Class A | Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104 | 205,437.648 | 15.21 | |||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 74,691.338 | 5.53 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Global Science & Technology Fund — Class A | BBH & Co. Cust FBO Lifetime Achievement Fund 525 Washington Blvd. Jersey City, NJ 07310 | 56,657.224 | 6.65 | |||
Security Trust Company as Trustee FBO Local 104 Supplemental Pension Plan 2390 East Camelback Rd. Suite 240 Phoenix, AZ 85016 | 48,134.930 | 5.65 | ||||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 46,068.538 | 5.41 | ||||
Ivy International Fund — Class A | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 2,149,549.066 | 25.83 | |||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104 | 1,091,354.719 | 13.11 | ||||
Ivy International Small Companies Fund — Class A | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 31,515.808 | 8.91 | |||
Ivy International Value Fund — Class A | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 464,040.395 | 39.72 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Money Market Fund — Class A | Carn & Co. 930354014 Cholestech Corp. 401(K) Ret SV Plan PSIDCX00000E94000000 Attn: Mutual Funds-Star Group PO Box 96211 Washington, DC 20090-6211 | 751,532.820 | 5.49 | |||
Ivy Pacific Opportunities Fund — Class A | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 76,280.067 | 8.39 | |||
Ivy Bond Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 1,015,502.018 | 46.08 | |||
Ivy Cundill Global Value Fund — Class B | NFSC FEBO #579-788325 Kishore Sunkara Usharani Sunkara 4605 Dartmoore Lane Colleyville, TX 76034-4263 | 11,513.275 | 6.44 | |||
Ivy Developing Markets Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 81,600.590 | 26.18 | |||
Ivy European Opportunities Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 503,786.764 | 24.97 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Growth Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 61,381.140 | 17.75 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 18,789.106 | 5.43 | ||||
Ivy Global Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 38,914.336 | 17.59 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 11,682.085 | 5.28 | ||||
Ivy Global Natural Resources Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 102,734.929 | 13.18 | |||
Rede & Co. 4380 SW Macadam, Suite 450 Portland, OR 97239 | 42,666.000 | 5.47 | ||||
Ivy Global Science & Technology Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. Mutual Fund Operations — Service Team 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 58,895.827 | 9.30 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy International Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 2,032,552.298 | 41.79 | |||
Ivy International Small Companies Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 80,851.993 | 28.80 | |||
Ivy International Value Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 2,323,921.836 | 55.84 | |||
Ivy Pacific Opportunities Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 109,605.572 | 23.57 | |||
Ivy US Blue Chip Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 282,327.604 | 18.52 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy US Emerging Growth Fund — Class B | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 188,037.193 | 19.55 | |||
Ivy Bond Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 106,416.047 | 36.54 | |||
Ivy Cundill Global Value Fund — Class C | NFSC FEBO # OFN-023809 Roy E. Williams Barbara C. Williams PO Box 15 Viola, ID 83872-0015 | 2,183.406 | 8.58 | |||
IBT Cust Woodrow Bowman Rollover IRA 52 Francine Avenue West Caldwell, NJ 07006 | 1,843.031 | 7.25 | ||||
IBT Cust IRA Luz Cassano Parisien 526 West Street Reading, MA 01867 | 1,759.970 | 6.92 | ||||
Legg Mason Wood Walker Inc. 405-70743-14 PO Box 1476 Baltimore, MD 21202 | 1,641.138 | 6.45 | ||||
Raymond James & Assoc. Inc. FBO Williams IRA Bin #75249775 880 Carillon Pkwy. St. Petersburg, FL 33716 | 1,458.576 | 5.73 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Developing Markets Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 24,634.066 | 26.91 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 7,301.270 | 7.97 | ||||
Ivy European Opportunities Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 665,791.340 | 42.97 | |||
Ivy Growth Fund — Class C | First Presbyterian Church of McAlester A Non Profit Corporation PO Box 1550 222 E. Washington McAlester, OK 74502-1550 | 3,733.190 | 21.27 | |||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 2,359.140 | 13.44 | ||||
Salomon Smith Barney Inc. 00121013039 333 West 34th Street 3rd Floor New York, NY 10001 | 1,743.389 | 9.93 | ||||
Fiduciary Trust Co. of NH Cust 403(B) FBO Jack L. Ewen 278 Southside Drive Oneonta, NY 13820 | 1,613.795 | 9.19 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Painewebber For the Benefit of UBS Painewebber CDN FBO Cynthia N. Young PO Box 3321 Weehawken, NJ 07086-8154 | 1,168.100 | 6.65 | ||||
IBT Trust Cust 403(B) FBO Nancy H. Allaire 11 Wales Drive Norwich, NY 13815 | 1,123.924 | 6.40 | ||||
Painewebber for the Benefit of Charles Sindelar Mary Sindelar JTWROS 115 Southampton Drive Galloway Fountain Hills, NJ 08205-6627 | 893.010 | 5.08 | ||||
Ivy Global Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 2,712.501 | 23.04 | |||
Salomon Smith Barney Inc. 00157417165 333 West 34th Street 3rd Floor New York, NY 10001 | 2,256.265 | 19.16 | ||||
Painewebber For the Benefit of UBS Painewebber CDN FBO Eve Garrett PO Box 3321 Weehawken, NJ 07086-8154 | 1,307.190 | 11.10 | ||||
Salomon Smith Barney Inc. 00121066732 333 West 34th Street 3rd Floor New York, NY 10001 | 1,177.856 | 10.00 | ||||
Smith Barney 00107866133 388 Greenwich Street New York, NY 10013 | 1,041.015 | 8.84 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Smith Barney 00112701249 388 Greenwich Street New York, NY 10013 | 982.067 | 8.34 | ||||
Ivy Global Natural Resources Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 68,051.493 | 14.85 | |||
Painewebber For the Benefit Local 68 Engineers Pension Fund PO Box 534 W. Caldwell, NJ 07007 | 31,471.282 | 6.87 | ||||
Ivy Global Science & Technology Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. Mutual Fund Operations — Service Team 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 22,216.985 | 13.60 | |||
Ivy International Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 592,180.060 | 61.70 | |||
Ivy International Small Companies Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 124,032.563 | 59.42 | |||
IBT Cust IRA FBO Terry K. Ramnanan 7459 N. Monte Avenue Fresno, CA 93711 | 11,470.423 | 5.49 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy International Value Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 784,891.816 | 57.48 | |||
Ivy Money Market Fund — Class C | Salomon Smith Barney Inc. 00142468489 333 West 34th Street 3rd Floor New York, NY 10001 | 132,917.800 | 18.97 | |||
IBT Trust FBO Pamela Marchenko Roth IRA 265 Stubbs Lane Santa Maria, CA 93455 | 86,200.320 | 12.30 | ||||
Robert J. Laws & Katherine A. Laws TTEES The Laws Family Trust U/A Dtd 11/06/2001 PO Box 723 Ramona, CA 92065 | 44,050.830 | 6.28 | ||||
Salomon Smith Barney Inc. 00142468490 333 West 34th Street — 3rd Floor New York, NY 10001 | 42,860.160 | 6.11 | ||||
IBT Cust R/O IRA FBO Jeanette C. Arnone 14 Lions Street East Strousburg, PA 18301 | 42,784.050 | 6.10 | ||||
First Trust Corp. Cust IRA FBO Suzanne Helen Anderson U/A/D 10-31-95 #135129-0001 PO Box 173301 Denver, CO 80217-3301 | 35,461.260 | 5.06 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Pacific Opportunities Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 23,865.540 | 22.74 | |||
Ivy US Blue Chip Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 21,084.640 | 28.93 | |||
A G Edwards & Sons Custodian for Diana H. Pross Rollover IRA Account 1705 S. 170th Street Omaha, NE 68130-1204 | 5,370.355 | 7.36 | ||||
A G Edwards & Sons Custodian for Terry D. O’Neall IRA Account 5 Singleton Circle Bella Vista, AR 72715-4942 | 4,884.873 | 6.70 | ||||
Salomon Smith Barney Inc. 00121018626 333 West 34th Street 3rd Floor New York, NY 10001 | 4,316.028 | 5.92 | ||||
Painewebber for the Benefit of Judith T. Katz TTEE Dtd 3-6-96 22215 Erwin Street Woodland Hills, CA 91367 | 3,786.719 | 5.19 | ||||
Ivy US Emerging Growth Fund — Class C | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 40,504.559 | 31.29 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
First Clearing Corporation A/C 3109-0705 Robert Feinberg and Harriet Feinberg JTWROS 1824 Byberry Rd. Bensalem, PA 19020-4455 | 9,162.445 | 7.07 | ||||
Ivy European Opportunities Fund — Class I | Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 4,174.695 | 65.07 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 854.139 | 13.31 | ||||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 744.048 | 11.59 | ||||
NFSC FEBO #RAS-469041 NFSC/FMTC IRA FBO Charles Peavy 2025 Eagle Nest Bluff Lawrenceville, GA 30244 | 642.383 | 10.01 | ||||
Ivy International Fund — Class I | Lynspen and Company PO Box 830804 Birmingham, AL 35283 | 37,048.066 | 31.30 | |||
Lynspen and Company For Reinvestment PO Box 830804 Birmingham, AL 35283 | 25,132.667 | 21.23 | ||||
National City Bank Indiana TTEE of the Mechanics Laundry & Supply Inc. Teamster Attn: Trust Mutual Funds #20-405674227 PO Box 94984 Cleveland, OH 44101-4984 | 16,018.070 | 13.53 | ||||
National Investor Services FBO 821-00546-26 55 Water Street, 32nd Floor New York, NY 10041 | 13,116.639 | 11.08 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Charles Schwab & Co. Reinvest Account Attn Mutual Fund Dept 101 Montgomery Street San Francisco, CA 94104 | 7,083.762 | 5.98 | ||||
Ivy Bond Fund — Advisor Class | Investec Ernst & Company 088-23464-14 Attn: Mutual Funds One Battery Park Place New York, NY 10004 | 23,645.366 | 46.84 | |||
NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 17,940.747 | 35.54 | ||||
LPL Financial Services A/C 7170-5810 9785 Towne Centre Drive San Diego, CA 92121-1968 | 8,890.147 | 17.61 | ||||
Ivy Cundill Global Value Fund — Advisor Class | Mackenzie Investment Mgmt. Inc. Attn: Bev Yanowitch 925 S. Federal Hwy., Ste. 600 Boca Raton, FL 33432 | 57,756.571 | 51.41 | |||
Peter Cundill Holdings Ltd. 1100 Melville St., Ste. 200 Vancouver BC V6E 4A6 | 37,266.358 | 33.17 | ||||
IBT Cust IRA FBO Marita Regan One 74th Street, Apt 5G Brooklyn, NY 11209 | 6,135.379 | 5.46 | ||||
Ivy Developing Markets Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 8,040.150 | 97.78 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy European Opportunities Fund — Advisor Class | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 243,132.476 | 43.43 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 75,318.881 | 13.45 | ||||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 62,497.356 | 11.16 | ||||
Ivy Growth Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 15,811.198 | 63.23 | |||
James W. Broadfoot 117 Thatch Palm Cove Boca Raton, FL 33432 | 8,150.114 | 32.59 | ||||
Ivy Global Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 5,716.909 | 57.65 | |||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 3,768.327 | 38.00 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy Global Natural Resources Fund — Advisor Class | Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 6,255.670 | 12.06 | |||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 5,202.854 | 10.03 | ||||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 5,035.971 | 9.71 | ||||
Ivy Global Science & Technology Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 14,939.203 | 61.66 | |||
Robert Chapin & Michelle Broadfoot TTEE of the Nella Manes Trust U/A/D 04-09-92 117 Thatch Palm Cove Boca Raton, FL 33432 | 3,321.388 | 13.70 | ||||
Ivy International Fund — Advisor Class | IBT Cust IRA FBO Nolan C. Zugschwerdt 2150 N. Stafford Arlington, VA 22207 | 148.063 | 100.00 | |||
Ivy International Growth Fund — Advisor Class | Mackenzie Investment Mgmt. Inc. Attn: Bev Yanowitch 925 S. Federal Hwy., Ste. 600 Boca Raton, FL 33432 | 51,214.386 | 99.88 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy International Small Companies Fund — Advisor Class | Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 56,507.735 | 88.69 | |||
NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 6,461.031 | 10.14 | ||||
Ivy International Value Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 6,772.003 | 30.40 | |||
LPL Financial Services A/C 1572-6093 9785 Towne Centre Drive San Diego, CA 92121-1968 | 3,218.761 | 14.45 | ||||
LPL Financial Services A/C 3383-3796 9785 Towne Centre Drive San Diego, CA 92121-1968 | 2,503.224 | 11.24 | ||||
LPL Financial Services A/C 1982-6979 9785 Towne Centre Drive San Diego, CA 92121-1968 | 1,900.057 | 8.53 | ||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 1,666.293 | 7.48 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Charles Schwab & Co Inc. Reinvest Account Attn: Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104 | 1,535.769 | 6.89 | ||||
LPL Financial Services A/C 7105-6816 9785 Towne Centre Drive San Diego, CA 92121-1968 | 1,310.281 | 5.88 | ||||
Ivy Pacific Opportunities Fund — Advisor Class Shares | Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 4,512.894 | 77.93 | |||
Donaldson Lufkin Jenrette Securities Corporation Inc. PO Box 2052 Jersey City, NJ 07303-9998 | 748.503 | 12.92 | ||||
Merrill Lynch Pierce Fenner & Smith Inc. For the Sole Benefit of its Customers Attn: Fund Administration 4800 Deer Lake Dr., E. 3rd Floor Jacksonville, FL 32246 | 518.000 | 8.94 | ||||
Ivy US Blue Chip Fund — Advisor Class | Mackenzie Investment Mgmt. Inc. Attn: Bev Yanowitch 925 S. Federal Hwy., Ste. 600 Boca Raton, FL 33432 | 51,179.697 | 52.49 | |||
NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 46,318.144 | 47.50 |
Title of Class of Shares | Name and Address of Beneficial Owner* | Amount and Nature of Beneficial Ownership | Percentage of Class Owned | |||
Ivy US Emerging Growth Fund — Advisor Class | NFSC FEBO #279-055662 K Carlson/ B Yanowitch/J Broadfoot TTES U/A 01/01/98 925 S. Federal Highway FL 6 Boca Raton, FL 33432-6143 | 25,336.053 | 56.76 | |||
Charles Schwab & Co. Inc. Reinvest Account Attn: Mutual Fund Dept. 101 Montgomery Street San Francisco, CA 94104 | 4,850.696 | 10.86 | ||||
James W. Broadfoot 117 Thatch Palm Cove Boca Raton, FL 33432 | 2,393.086 | 5.36 |
* | Each entity set forth in this column is the shareholder of record and may be deemed to be the beneficial owner of certain of the shares listed for certain purposes under the securities laws, although certain of the entities generally do not have an economic interest in these shares and would ordinarily disclaim any beneficial ownership therein. |
Form of Proxy Card
[Ivy Funds Logo] IMPORTANT: ELECTRONIC VOTING OPTIONS
AVAILABLE
Fast, convenient, easy and available 24 hours a day!
Vote by Touch-Tone Phone, by Mail or via the Internet!!
CALL: To vote by phone call toll-free 1-800-690-6903 and use the control number on the front of your proxy card.
MAIL: Return the signed proxy card in the enclosed envelope
INTERNET: Vote on the internet at www.proxyweb.com and use the control number on the front of your proxy card.
***Control Number: [999 999 999 999 99]***
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH OF THE PROPOSALS
[FUND NAME PRINTS HERE] A SERIES OF IVY FUND | SPECIAL MEETING OF SHAREHOLDERS December 10, 2002 |
PLEASE INDICATE VOTE ON OPPOSITE SIDE OF CARD.
Signature(s) of Shareholder(s) |
Please fill in boxes as shown using black or blue ink or number 2 pencil.x
PLEASE DO NOT USE FINE POINT PENS.
FOR | AGAINST | ABSTAIN | ||||
PROPOSAL 1: (FOR SHAREHOLDERS OF ALL FUNDS EXCEPT IVY GLOBAL NATURAL RESOURCES FUND). Approval of a new Master Business Management and Investment Advisory Agreement between the Trust, on behalf of the Funds, and Ivy Management, Inc. (“IMI”). | ¨ | ¨ | ¨ 1. | |||
PROPOSAL 2: (FOR SHAREHOLDERS OF IVY GLOBAL NATURAL RESOURCES FUND ONLY). Approval of a new Master Business Management Agreement between the Trust, on behalf of the Fund, and IMI. | ¨ | ¨ | ¨ 2. | |||
PROPOSAL 3A: (FOR SHAREHOLDERS OF IVY EUROPEAN OPPORTUNITIES FUND AND IVY INTERNATIONAL SMALL COMPANIES FUND ONLY). Approval of a new Subadvisory Agreement between IMI and Henderson Global Investors (North America) Inc. | ¨ | ¨ | ¨ 3A. | |||
PROPOSAL 3B: (FOR SHAREHOLDERS OF IVY EUROPEAN OPPORTUNITIES FUND AND IVY INTERNATIONAL SMALL COMPANIES FUND ONLY). Approval of a new Subadvisory Agreement between Henderson Global Investors (North America) Inc. and Henderson Investment Management Limited. | ¨ | ¨ | ¨ 3B. | |||
PROPOSAL 4: (FOR SHAREHOLDERS OF IVY CUNDILL GLOBAL VALUE FUND ONLY). Approval of a new Subadvisory Agreement between IMI and Peter Cundill & Associates, Inc. | ¨ | ¨ | ¨ 4. |
FORall nominees listed (except as noted in space provided) | WITHHOLD authority to vote for all nominees listed | |||
PROPOSAL 5: (FOR SHAREHOLDERS OF ALL FUNDS). Approval of the election of eight nominees to serve as Trustees on the Board of Trustees of the Trust. NOMINEES: (01) Keith A Tucker, (02) Henry J. Herrmann, (03) James D. Gressett, (04) Jarold W. Boettcher, (05) Michael G. Smith, (06) Joseph Harroz, Jr., (07) Eleanor B. Schwartz, (08) Glendon E. Johnson, Jr. INSTRUCTION: To withhold authority to vote for any individual nominee, write the name(s) on the line immediately below. | ¨ | ¨ 5. |
PLEASE DO NOT FORGET TO SIGN THE OTHER SIDE OF THIS CARD.